Exhibit
      4.1


    


    PROMISSORY
      NOTE

     

    
      	
              $1,000.00

            	
              October
                26, 2007

            


    

    


    FOR
      VALUE
      RECEIVED, and intending to be legally bound, Samdrew V, Inc., a Delaware
      corporation with an address at 970 Browers Point Branch, Hewlett Neck, New
      York
      11598 (the “Maker”), hereby unconditionally and irrevocably promises to pay to
      the order of Melvin F. Lazar, with an address at c/o Lazar Levine & Felix
      LLP, 350 Fifth Avenue, New York, NY 10118 (the “Payee”), in lawful money of the
      United States of America, the sum of one thousand dollars ($1,000.00) on or
      before the earlier of (i) October 26, 2012 or (ii) the date that the Maker
      (or a
      wholly owned subsidiary of the Maker) consummates a business combination with
      a
      private company in a reverse merger or reverse takeover transaction or other
      transaction after which the company would cease to be a shell company (as
      defined in Rule 12b-2 under the Securities and Exchange Act of 1934, as amended)
      (the “Maturity Date”). 

    


    Interest
      shall accrue on the outstanding principal balance of this Promissory Note on
      the
      basis of a 360-day year from the date the Maker receives the funds from the
      Payee until paid in full at the rate of eight and one quarter percent (8.25%)
      annum, and shall be due and payable at the Maturity Date, or the prepayment
      date, if any, whichever is earlier. This
      Promissory Note may be prepaid in whole or in part at any time or from time
      to
      time prior to the Maturity Date.

     

    For
      purposes of this Promissory Note, an "Event of Default" shall occur if the
      Maker
      shall: (i) fail to pay the entire principal amount of this Promissory Note
      when
      due and payable, (ii) admit in writing its inability to pay any of its monetary
      obligations under this Promissory Note, (iii) make a general assignment of
      its
      assets for the benefit of creditors, or (iv) allow any proceeding to be
      instituted by or against it seeking relief from or by creditors, including,
      without limitation, any bankruptcy proceedings.

    


    In
      the
      event that an Event of Default has occurred, the Payee or any other holder
      of
      this Promissory Note may, by notice to the Maker, declare this entire Promissory
      Note to be forthwith immediately due and payable, without presentment, demand,
      protest or further notice of any kind, all of which are hereby expressly waived
      by the Maker. In the event that an Event of Default consisting of a voluntary
      or
      involuntary bankruptcy filing has occurred, then this entire Promissory Note
      shall automatically become due and payable without any notice or other action
      by
      Payee. Commencing five days after the occurrence of any Event of Default, the
      interest rate on this Note shall accrue at the rate of 18% per
      annum.

    


    The
      nonexercise or delay by the Payee or any other holder of this Promissory Note
      of
      any of its rights hereunder in any particular instance shall not constitute
      a
      waiver thereof in that or any subsequent instance. No waiver of any right shall
      be effective unless in writing signed by the Payee, and no waiver on one or
      more
      occasions shall be conclusive as a bar to or waiver of any right on any other
      occasion.

    


    Should
      any part of the indebtedness evidenced hereby be collected by law or through
      an
      attorney-at-law, the Payee or any other holder of this Promissory Note shall,
      if
      permitted by applicable law, be entitled to collect from the Maker all
      reasonable costs of collection, including, without limitation, attorneys’
fees.

    


    All
      notices and other communications must be in writing to the address of the party
      set forth in the first paragraph hereof and shall be deemed to have been
      received when delivered personally (which shall include via an overnight courier
      service) or, if mailed, three (3) business days after having been mailed by
      registered or certified mail, return receipt requested, postage prepaid. The
      parties may designate by notice to each other any new address for the purpose
      of
      this Promissory Note. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Maker
      hereby forever waives presentment, demand, presentment for payment, protest,
      notice of protest, and notice of dishonor of this Promissory Note and all other
      demands and notices in connection with the delivery, acceptance, performance
      and
      enforcement of this Promissory Note.

    


    This
      Promissory Note shall be binding upon the successors and assigns of the Maker,
      and shall be binding upon, and inure to the benefit of, the successors and
      assigns of the Payee.

    


    This
      Promissory Note shall be governed by and construed in accordance with the
      internal laws of the State of New York. All disputes between the Maker and
      the
      Payee relating in any way to this Promissory Note shall be resolved only by
      state and federal courts located in New York County, New York, and the courts
      to
      which an appeal therefrom may be taken.

    


    IN
      WITNESS WHEREOF, the undersigned Maker has executed this Promissory Note as
      of
      October 26, 2007.

     

    
      	
              MAKER:

            
	 	 
	
              SAMDREW
                V, INC.

            
	 	 
	
              By: 

            	
              /s/
                David N. Feldman

            
	 	
              Name:
                David N. Feldman

            
	 	
              Title:
                President